The Securities Law Blog provides commentary and news on the latest securities law developments impacting established and emerging growth publicly-traded issuers and investment banks, as well as entrepreneurs and venture-backed private entities. Our blog closely follows SEC rulemaking in several key areas including public and private securities offerings, shareholder activism and equity investment, and mergers & acquisitions.
The authors of this blog are members of the Corporate/Securities practice of Olshan Frome Wolosky LLP. Since our founding, this firm has been distinguished by responsive, independent and client-focused legal services provided by lawyers with a profound commitment to the companies they serve. This blog is an outgrowth of this representation of our clients in a wide range of capital market transactions.
Regulation A issuers may be younger, smaller and less profitable than more established Form S-1 issuers, but they must still comply with numerous specific SEC regulations governing disclosures and procedural rules during ongoing public offerings. By enforcing Regulation A rule violations against ten microcap companies, the SEC has made clear that, despite any relaxation of restrictions on these offerings, well-established SEC rules apply to Regulation A offerings as much as they do to traditional registered offerings.
On May 16, 2023, the SEC announced settlements with ten ...
Corporate partner Kenneth Silverman and litigation partner and co-chair Brian Katz published an article in the Securities Regulation Law Journal, Spring 2023 ed. entitled “Quarterly Survey of SEC Rulemaking and Major Appellate Decisions.” The article reviews the SEC’s rulemaking activities and other decisions relating to federal securities laws from October 1, 2022 through December 31, 2022. “The SEC’s latest rule changes and proposals are largely geared toward streamlining disclosure processes,” the authors write. “Given the recent collapse of cryptocurrency exchange FTX and related actions that came to light during this quarter, we expect the SEC will begin to develop and propose new rules to regulate and provide further oversight over cryptocurrency markets.”
The recent turmoil in the banking industry provides some important reminders for companies with respect to cash management.
Another indication that regulators are on high alert for further fallout in the wake of the collapse of major crypto firms.
Review of the Division of Corporation Finance’s Sample Comment Letters Can Help Guide Issuers in Preparing Their SEC Filings
FINRA, NYSE and NASDAQ issue alerts to their members on the recent trend of significant unusual price increases on the day of or shortly after the IPOs of small-cap issuers, most of which involve issuers with operations in China and other foreign countries, as part of so-called “ramp and dump” schemes, and place the obligation to battle the schemes on underwriters as “gatekeepers to the public markets.”
We continue to see a strong interest among executive officers and directors in adopting Rule 10b5-1 sales plans, despite the current market downturn. With economic uncertainty, a recent SEC enforcement action should be of note to insiders when adopting and structuring a 10b5-1 plan.
Investors need to understand the purposes for which an issuer’s net proceeds from a public offering are intended to be used. However, it appears lately that many issuers are routinely providing little specificity with regard to the allocation of their proposed net proceeds. Perhaps some issuers believe that the specific information required pursuant to Item 504 of Regulation S-K forces them to publicly reveal business plans that might put them at a competitive disadvantage. Even so, whether or not an issuer has a specific plan for its offering proceeds in place, there are many instances requiring special Use of Proceeds disclosure that an issuer may overlook.
On December 9, 2021, the SEC Office of the Advocate for Small Business Capital Formation released its 2021 annual report condensing a treasure trove of data related to exempt and registered offerings by small businesses for the period July 1, 2020 to June 30, 2021 and providing related policy recommendations to support such businesses.
The SEC and OTC Markets Group follow through on prohibiting brokerage firms from quoting prices for OTC stocks for which brokers don’t have current, and thus reliable, financial information. Shareholders and investors of more than 2,000 publicly traded OTC Pink No Information companies (about 16% of all OTC companies and 18% of all OTC Pink companies) will now find it more difficult to buy and sell those stocks on the Expert Market.